DryShips Inc. (NASDAQ: DRYS), a diversified owner and operator of ocean-going cargo vessels, yesterday announced that, at a special meeting held Wednesday, its shareholders voted in favor of the proposal to authorize and approve the previously announced Agreement and Plan of Merger, entered into on August 18, 2019, by and among the Company, SPII Holdings Inc. (SPII), a company that may be deemed to be beneficially owned by the Company’s Chairman and Chief Executive Officer, Mr. George Economou, and Sileo Acquisitions Inc., a wholly-owned subsidiary of SPII (Merger Sub), pursuant to which SPII will acquire the outstanding shares of common stock, $0.01 par value, of the Company that it does not already own for $5.25 per share in cash, without interest.
Holders of 77,832,018 shares of the Company’s common stock voted in person or by proxy at the special meeting, representing approximately 89.6% of the total shares of the Company’s common stock outstanding and entitled to vote at the meeting. Of those shares voted, a total of 76,883,695 shares, or approximately 98.8% of the shares voted, were cast in favor of the proposal to authorize and approve the Merger Agreement, including 4,462,180 shares that are unaffiliated with SPII, or approximately 82.5% of the shares voted that are unaffiliated with SPII.
Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly-owned subsidiary of SPII (the “Merger”). Completion of the Merger is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. Upon consummation, the Merger will result in the Company becoming a privately held company and its shares will no longer be listed on the Nasdaq Capital Market. The closing of the transaction is anticipated to take place on or about October 11, 2019.
Evercore is acting as financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP is acting as legal counsel to the special committee of the Company’s Board of Directors composed solely of independent directors. Seward & Kissel LLP is acting as legal counsel to the Company. Orrick, Herrington & Sutcliffe LLP is acting as legal counsel to SPII.